Common use of Alternative Transaction Clause in Contracts

Alternative Transaction. (a) If the Company notifies the Co-Lead Agents (the “Alternative Transaction Notification”) that it will not proceed with the Offering to enable it to complete a transaction that could reasonably be considered an Alternative Transaction at any time after the date hereof and prior to the date which is six months after the delivery by the Company to the Co-Lead Agents of the Alternative Transaction Notification, the Company shall pay to the Co-Lead Agents, in addition to any costs and expenses due under Sections 14 and 23, a compensation fee (the “Alternative Transaction Fee”) in a cash amount equal to $500,000, if the Co-Lead Agents are advised of such determination at any time prior to the pricing of the Offering, and (iii) the full commission that would otherwise be paid pursuant to Section 14, for the maximum proceeds as set out in the Final Prospectus (exclusive of the exercise of the Over-Allotment Option), if the Co-Lead Agents are advised of such determination after the date of the filing of the Final Prospectus. The Company hereby covenants and agrees to provide the Alternative Transaction Notification to the Co-Lead Agents forthwith upon electing not to proceed with the Offering. The Alternative Transaction Fee will be paid by the Company on the date of the completion of such Alternative Transaction. The parties agree that any payment under this Section 20 shall be accepted by the Co-Lead Agents as liquidated damages (and not as a penalty) in full satisfaction of all claims, except for any claim against the Company subject to Section 21, which the Co-Lead Agents may have in connection with the determination by the Company to not proceed with the Offering. Should the Company retain Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. as an advisor in respect of such Alternative Transaction, 50% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents (representing such advisor’s portion of the Alternative Transaction Fee) hereunder shall be credited towards the amount of any fee payable by the Company to Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc., as applicable, in connection with such advisory mandate. For certainty, if one of the Co-Lead Agents is not retained as an advisor in respect of an Alternative Transaction, such Co-Lead Agent will be entitled to 50% of the Alternative Transaction Fee and if both Co-Lead Agents are retained as advisors in respect of an Alternative Transaction, 100% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents hereunder shall be credited toward the amount of any fee payable by the Company to the Co-Lead Agents in connection with such advisory mandate. (b) Notwithstanding the foregoing, no payment shall be payable in respect of this Section 20 if (i) the Agents terminate this Agreement for any reason, or the Company terminates this Agreement as a result of a breach hereunder by the Agents; or (ii) the Closing of the Offering contemplated by this Agreement occurs. The Co-Lead Agents shall be entitled to not more than a payment of one (1) Alternative Transaction Fee under this Section 20.

Alternative Transaction. (a) If the Company notifies the Co-Lead Agents (the “Alternative Transaction Notification”) that it will not proceed with the Offering to enable it to complete a transaction that could reasonably be considered an Alternative Transaction at any time after the date hereof and prior to the date which is six months after the delivery by the Company to the Co-Lead Agents of the Alternative Transaction Notification, the Company shall pay to the Co-Lead Agents, in addition to any costs and expenses due under Sections 14 and 23, a compensation fee (the “Alternative Transaction Fee”) in a cash amount equal to $500,000, if the Co-Lead Agents are advised of such determination at any time prior to the pricing of the Offering, and (iii) the iii)the full commission that would otherwise be paid pursuant to Section 14, for the maximum proceeds as set out in the Final Prospectus (exclusive of the exercise of the Over-Allotment Option), if the Co-Lead Agents are advised of such determination after the date of the filing of the Final Prospectus. The Company hereby covenants and agrees to provide the Alternative Transaction Notification to the Co-Lead Agents forthwith upon electing not to proceed with the Offering. The Alternative Transaction Fee will be paid by the Company on the date of the completion of such Alternative Transaction. The parties agree that any payment under this Section 20 shall be accepted by the Co-Lead Agents as liquidated damages (and not as a penalty) in full satisfaction of all claims, except for any claim against the Company subject to Section 21, which the Co-Lead Agents may have in connection with the determination by the Company to not proceed with the Offering. Should the Company retain Canaccord Genuity or BMO N▇▇▇▇▇▇▇ B▇▇▇▇▇ Inc. as an advisor in respect of such Alternative Transaction, 50% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents (representing such advisor’s portion of the Alternative Transaction Fee) hereunder shall be credited towards the amount of any fee payable by the Company to Canaccord Genuity or BMO N▇▇▇▇▇▇▇ B▇▇▇▇▇ Inc., as applicable, in connection with such advisory mandate. For certainty, if one of the Co-Lead Agents is not retained as an advisor in respect of an Alternative Transaction, such Co-Lead Agent will be entitled to 50% of the Alternative Transaction Fee and if both Co-Lead Agents are retained as advisors in respect of an Alternative Transaction, 100% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents hereunder shall be credited toward the amount of any fee payable by the Company to the Co-Lead Agents in connection with such advisory mandate. (b) Notwithstanding the foregoing, no payment shall be payable in respect of this Section 20 if (i) the Agents terminate this Agreement for any reason, or the Company terminates this Agreement as a result of a breach hereunder by the Agents; or (ii) the Closing of the Offering contemplated by this Agreement occurs. The Co-Lead Agents shall be entitled to not more than a payment of one (1) Alternative Transaction Fee under this Section 20.

Alternative Transaction. (a) If The Credit Parties have informed the Company notifies Lender that they have received, or are likely to receive in the Co-Lead Agents coming weeks, one or more proposals from a third party seeking to provide a financing/equity infusion (an "Alternative Transaction") to the “Credit Parties superior in value to the cash sale of the Big Easy Collateral, the Royal Star Collateral, and the Turnberry Note. The Credit Parties acknowledge and agree that, unless the Lender is being indefeasibly paid in full upon the closing of the Alternative Transaction, (i) the Alternative Transaction Notification”is subject to the written consent of the Lender, which consent shall be granted or withheld at the sole discretion of the Lender, and (ii) that it will absent a specific written consent of the Lender after the date hereof, the Lender has not agreed to permit the Credit Parties to enter into the Alternative Transaction. (b) Although the Credit Parties may continue to pursue the Alternative Transaction, nothing herein shall relieve the Credit Parties from timely performing all of their obligations under this Forbearance Agreement, including, but not limited to, the marketing and sale of the Big Easy Collateral, the Royal Star Collateral, and the Turnberry Note, and the Sale or Refinancing (as defined below). The obligations of the Credit Parties to proceed with the Offering to enable it to complete a transaction that could reasonably marketing and sale of the Big Easy Collateral, the Royal Star Collateral, and the Turnberry Note, and the Sale or Refinancing, shall be considered an Alternative Transaction at any time after the date hereof and prior to the date which is six months after the delivery by the Company to the Co-Lead Agents strictly enforced and, notwithstanding their pursuit of the Alternative Transaction NotificationTransaction, the Company Credit Parties shall pay timely perform all of their obligations under this Forbearance Agreement. (c) The Credit Parties agree to provide the Lender with copies of (or in the case of verbal information, written summaries of) all information or communications pertaining to any Alternative Transaction, including, but not limited to, proposal letters, term sheets, commitment letters, refinancing letters, and expressions of interest relating to any Alternative Transaction, together with any and all correspondence pertaining to the Co-Lead Agentsstatus or updates of the completion of documentation of any Alternative Transaction. (d) The Lender may elect in its sole discretion to extend the deadlines provided in this Forbearance Agreement for the sale of the Big Easy Collateral, in addition the Royal Star Collateral, and the Turnberry Note or otherwise modify the Credit Parties' obligations with respect thereto, after its due consideration of, among other things, (i) the purchase offers received from third parties with respect to the sale of the Big Easy Collateral, the Royal Star Collateral, and/or the Turnberry Note; (ii) the range of values proposed by each BEC Broker, RSC Broker, and the Financial Advisor for such assets to be sold for cash, the timing of any costs and expenses due under Sections 14 and 23, a compensation fee (or all of the “Alternative Transaction Fee”) in a cash amount equal to $500,000, if the Co-Lead Agents are advised closings of such determination at any time prior sales, and other matters relating to the pricing of the Offering, net cash proceeds realizable from such assets; and (iii) the full commission that would otherwise be paid pursuant to Section 14, for the maximum net cash proceeds as set out in the Final Prospectus (exclusive of the exercise of the Over-Allotment Option), if the Co-Lead Agents are advised of such determination after the date of the filing of the Final Prospectus. The Company hereby covenants and agrees to provide the realizable from an Alternative Transaction Notification to the Co-Lead Agents forthwith upon electing not to proceed with the Offering. The Alternative Transaction Fee will be paid by the Company on the date of the completion of such Alternative Transaction. The parties agree that any payment under this Section 20 shall be accepted by the Co-Lead Agents as liquidated damages (and not as a penalty) in full satisfaction of all claims, except for any claim against the Company subject to Section 21, which the Co-Lead Agents may have in connection with the determination by the Company to not proceed with the Offering. Should the Company retain Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. as an advisor in respect of such Alternative Transaction, 50% of the amount of any Alternative Transaction Fee to be paid in reduction of the Indebtedness owing to the Co-Lead Agents (representing Lender, and the structure, risks, conditions, and timing of such advisor’s portion of the Alternative Transaction Fee) hereunder shall be credited towards the amount of any fee payable closing, among other factors deemed relevant by the Company to Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc., as applicable, in connection with such advisory mandate. For certainty, if one of the Co-Lead Agents is not retained as an advisor in respect of an Alternative Transaction, such Co-Lead Agent will be entitled to 50% of the Alternative Transaction Fee and if both Co-Lead Agents are retained as advisors in respect of an Alternative Transaction, 100% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents hereunder shall be credited toward the amount of any fee payable by the Company to the Co-Lead Agents in connection with such advisory mandateLender. (be) Notwithstanding the foregoing, no payment shall be payable Nothing herein in respect of this Section 20 if (i) 10 shall modify the Agents terminate this Agreement for any reason, or the Company terminates this Agreement as a result of a breach hereunder by the Agents; or (ii) the Closing obligations of the Offering contemplated by this Agreement occurs. The Co-Lead Agents shall be entitled Credit Parties to not more than a payment perform timely all of one (1) Alternative Transaction Fee under this Section 20their obligations with respect to the Sale or Refinancing, as described below.

Alternative Transaction. From the date hereof (aand any prior time)and ----------------------- until the conclusion of the auction contemplated by the Bidding Procedures, Sellers are permitted to cause their representatives and Affiliates (together with Sellers, the "Seller Group") If to initiate contact with, solicit or encourage ------------ submission of any inquiries, proposals or offers by, any Person (in addition to Purchaser and its Affiliates, agents and representatives) in connection with any sale or other disposition of equity securities of Sellers ("Equity") or all or -------- substantially all of the Company notifies assets of any or all of Sellers or engaging in a public offering of the Co-Lead Agents Equity or all or substantially all of the assets of any or all of Sellers (or of another security derived from the “Equity) of any or all of Sellers (an "Alternative Transaction Notification”) that it will not proceed with the Offering Transaction"), and nothing herein shall prohibit Seller ------------------------ Group from responding to enable it to complete a transaction that could reasonably be considered requests for information regarding an Alternative Transaction at any time after or otherwise facilitating the date hereof and prior to the date which is six months after the delivery auction process contemplated by the Company to Bidding Procedures Order. Purchaser acknowledges and agrees that until the Co-Lead Agents earlier of (x) the entry by the Bankruptcy Court of the Approval Order and (y) the termination of this Agreement in accordance with its terms, the Seller Group shall be permitted to pursue Alternative Transactions, including, but not limited to, supplying information relating to Sellers or the Equity to prospective purchasers of the Equity or all or substantially all of the assets of any or all of Sellers or prospective underwriters or purchasers of the Equity or all or substantially all of the assets of any or all of Sellers in a public offering. None of the Seller Group shall have any liability to Purchaser, either under or relating to this Agreement or any applicable Law, by virtue of entering into or seeking Bankruptcy Court approval of such a definitive agreement for an Alternative Transaction Notificationpursuant to this Section 7.5; provided, the Company shall pay to the Cothat Purchaser ------------ is paid any Expense Reimbursement and Break-Lead Agents, in addition to any costs and expenses due under Sections 14 and 23, a compensation fee (the “Alternative Transaction Fee”) in a cash amount equal to $500,000, if the Co-Lead Agents are advised of such determination at any time prior to the pricing of the Offering, and (iii) the full commission Up Fee that would otherwise may be paid payable pursuant to Section 14, 4.7 at the time provided for the maximum proceeds as set out in the Final Prospectus (exclusive of the exercise of the Over-Allotment Option), if the Co-Lead Agents are advised of such determination after the date of the filing of the Final Prospectustherein. The Company hereby covenants and agrees to provide the Alternative Transaction Notification to the Co-Lead Agents forthwith upon electing not to proceed with the Offering. The Alternative Transaction Fee will be paid by the Company on the date of the completion of such Alternative Transaction. The parties agree that any payment under this Section 20 shall be accepted by the Co-Lead Agents as liquidated damages (and not as a penalty) in full satisfaction of all claims, except for any claim against the Company subject to Section 21, which the Co-Lead Agents may have in connection with the determination by the Company to not proceed with the Offering. Should the Company retain Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. as an advisor in respect of such Alternative Transaction, 50% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents (representing such advisor’s portion of the Alternative Transaction Fee) hereunder shall be credited towards the amount of any fee payable by the Company to Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc., as applicable, in connection with such advisory mandate. For certainty, if one of the Co-Lead Agents is not retained as an advisor in respect of an Alternative Transaction, such Co-Lead Agent will be entitled to 50% of the Alternative Transaction Fee and if both Co-Lead Agents are retained as advisors in respect of an Alternative Transaction, 100% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents hereunder shall be credited toward the amount of any fee payable by the Company to the Co-Lead Agents in connection with such advisory mandate. (b) Notwithstanding the foregoing, no payment shall be payable in respect of this Section 20 if (i) the Agents terminate this Agreement for any reason, or the Company terminates this Agreement as a result of a breach hereunder by the Agents; or (ii) the Closing of the Offering contemplated by this Agreement occurs. The Co-Lead Agents shall be entitled to not more than a payment of one (1) Alternative Transaction Fee under this Section 20.-----------

Alternative Transaction. The Companies (aincluding for greater certainty, ABH) If shall pursue and support the Recapitalization in good faith and shall not, directly or indirectly through Relevant Company notifies Personnel, representatives, agents or advisors, solicit any proposal for a recapitalization transaction other than the Co-Lead Agents Recapitalization, provided that this shall not prevent the Companies from receiving any such proposal from a third party and negotiating such proposal with a third party if the Companies, on advice of their financial advisors and outside legal counsel and, after considering the interest of the Companies and their respective stakeholders (including the “Alternative Transaction Notification”) that it will not proceed with the Offering Noteholders as a whole), believe such proposal could reasonably be expected to enable it to complete result in a transaction more favourable to the Companies and their stakeholders (including the Noteholders as a whole) than the Recapitalization (an "Alternative Transaction"). The Companies shall promptly notify the Consenting Noteholders, at first orally and then in writing, of any inquiry that could reasonably be considered expected to lead to, or proposal for, an Alternative Transaction at any time received after the date hereof and prior hereof, of which any of the Companies or any of their respective directors or officers or representatives, advisors or agents are or become aware, or any amendments to the date which is six months after the delivery by the Company foregoing, or any request for discussions or negotiations or non-public information relating to the Co-Lead Agents Companies in connection with any such proposal for an Alternative Transaction, which notice shall include a description of the Alternative Transaction Notification, the Company shall pay to the Co-Lead Agents, in addition to material terms and conditions of any costs and expenses due under Sections 14 and 23, a compensation fee (the “Alternative Transaction Fee”) in a cash amount equal to $500,000, if the Co-Lead Agents are advised of such determination at any time prior to the pricing of the Offering, and (iii) the full commission that would otherwise be paid pursuant to Section 14, for the maximum proceeds as set out in the Final Prospectus (exclusive of the exercise of the Over-Allotment Option), if the Co-Lead Agents are advised of such determination after the date of the filing of the Final Prospectus. The Company hereby covenants and agrees to provide the Alternative Transaction Notification to the Co-Lead Agents forthwith upon electing not to proceed with the Offering. The Alternative Transaction Fee will be paid by the Company on the date of the completion of such proposed Alternative Transaction. The parties agree that any payment under this Section 20 Companies shall be accepted by the Co-Lead Agents as liquidated damages (and not as a penalty) in full satisfaction of all claims, except for any claim against the Company subject to Section 21, which the Co-Lead Agents may have in connection with the determination by the Company to not proceed with the Offering. Should the Company retain Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. as an advisor in respect of such Alternative Transaction, 50% also immediately provide each of the amount Consenting Noteholders with (i) a copy of any Alternative Transaction Fee to be paid to the Co-Lead Agents (representing such advisor’s portion written notice or other written communication from any Person informing any of the Alternative Transaction Fee) hereunder shall be credited towards the amount of any fee payable by the Company to Canaccord Genuity Companies that it is considering making, or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc.has made, as applicable, in connection with such advisory mandate. For certainty, if one of the Co-Lead Agents is not retained as an advisor a proposal in respect of an Alternative Transaction, (ii) a copy of any such Co-Lead Agent will be entitled to 50% of proposal (or any amendment thereof) received by the Alternative Transaction Fee and if both Co-Lead Agents are retained as advisors Companies in respect of an Alternative Transaction, 100% and (iii) such other details of any such Alternative Transaction that the Consenting Noteholders may reasonably request. The Companies shall keep each of the amount Consenting Noteholders fully informed of the status, including any change to the material terms of any such Alternative Transaction Fee Transaction. The Companies shall use reasonable efforts to be paid to make sure the Co-Lead Agents hereunder shall be credited toward Relevant Company Personnel, representatives, advisors and agents are aware of the amount of any fee payable by the Company to the Co-Lead Agents in connection with such advisory mandate. (b) Notwithstanding the foregoing, no payment shall be payable in respect provisions of this Section 20 if (i) 8 and the Agents terminate this Agreement Companies shall be responsible for any reason, or the Company terminates this Agreement as a result breach of a breach hereunder by the Agents; or (ii) the Closing of the Offering contemplated by this Agreement occurs. The Co-Lead Agents shall be entitled to not more than a payment of one (1) Alternative Transaction Fee under this Section 208 by any such Person.

Alternative Transaction. Nothing in this Agreement shall prevent the members of the Board of Directors of MSR, in the exercise of their fiduciary duties and after consulting with counsel, from considering, negotiating and approving an unsolicited bona fide proposal that the Board of Directors of MSR determines in good faith, after consultation with its financial advisors, may result in a transaction more favorable to MSR's stockholders than the transactions contemplated by this Agreement (a) an "ALTERNATIVE TRANSACTION"). If the Company notifies Board of Directors of MSR receives a request for confidential information by a potential bidder for MSR and the Co-Lead Agents (Board of Directors determines, after consultation with counsel, that the “Alternative Transaction Notification”) Board of Directors has a fiduciary obligation to provide such information to a potential bidder, then MSR may, subject to a confidentiality agreement substantially similar to that it will not proceed previously executed by Mercury, provide such potential bidder with access to information regarding MSR. MSR shall promptly notify Mercury, orally and in writing, if any such proposal described in the Offering first sentence of this Section 5.11 is made and shall, in any such notice, indicate the identity and terms and conditions of such proposal. MSR shall keep Mercury advised of the progress and status of any such proposals. The obligation of the Board of Directors of MSR to enable it convene a meeting of the stockholders of MSR and to complete recommend the approval of this Agreement to the MSR stockholders pursuant to Sections 4.2 and 4.3 shall be subject to flee fiduciary duties of the directors, as determined by the directors after consultation with counsel, and nothing contained in this Agreement shall prevent the Board of Directors of MSR from approving or recommending to the stockholders of MSR any unsolicited proposal by a transaction that could reasonably be considered third party with respect to an Alternative Transaction at any time if required in the exercise of its fiduciary duties, as determined by the directors after consultation with counsel; provided, however, in the date hereof and prior event the Board of Directors of MSR recommends an Alternative Transaction to the date which stockholders of MSR and such Alternative Transaction is six months after the delivery approved by the Company to the Co-Lead Agents stockholders of the Alternative Transaction NotificationMSR, the Company MSR shall pay to the Co-Lead Agents, in addition Mercury a fee of $500,000 to any compensate Mercury for its costs and expenses due under Sections 14 and 23, a compensation fee (the “Alternative Transaction Fee”) in a cash amount equal to $500,000, if the Co-Lead Agents are advised loss of such determination at any time prior to the pricing of the Offering, and (iii) the full commission that would otherwise be paid pursuant to Section 14, for the maximum proceeds as set out in the Final Prospectus (exclusive of the exercise of the Over-Allotment Option), if the Co-Lead Agents are advised of such determination after the date of the filing of the Final Prospectus. The Company hereby covenants and agrees to provide the Alternative Transaction Notification to the Co-Lead Agents forthwith upon electing not to proceed with the Offering. The Alternative Transaction Fee will be paid by the Company on the date of the completion of such Alternative Transaction. The parties agree that any payment under this Section 20 shall be accepted by the Co-Lead Agents as liquidated damages (and not as a penalty) in full satisfaction of all claims, except for any claim against the Company subject to Section 21, which the Co-Lead Agents may have opportunity cost in connection with the determination by the Company to not proceed with the Offering. Should the Company retain Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. as an advisor in respect of such Alternative Transaction, 50% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents (representing such advisor’s portion of the Alternative Transaction Fee) hereunder shall be credited towards the amount of any fee payable by the Company to Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc., as applicable, in connection with such advisory mandate. For certainty, if one of the Co-Lead Agents is not retained as an advisor in respect of an Alternative Transaction, such Co-Lead Agent will be entitled to 50% of the Alternative Transaction Fee and if both Co-Lead Agents are retained as advisors in respect of an Alternative Transaction, 100% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents hereunder shall be credited toward the amount of any fee payable by the Company to the Co-Lead Agents in connection with such advisory mandate. (b) Notwithstanding the foregoing, no payment shall be payable in respect of this Section 20 if (i) the Agents terminate this Agreement for any reason, or the Company terminates this Agreement as a result of a breach hereunder by the Agents; or (ii) the Closing of the Offering transaction contemplated by this Agreement occurs. The Co-Lead Agents shall be entitled to not more than a payment of one (1) Alternative Transaction Fee under this Section 20Agreement.

Alternative Transaction. (ai) If The Harleysville Parties shall not, and shall cause their Subsidiaries not to, and shall not authorize or permit the Company notifies directors, officers, employees, and Representatives of the Co-Lead Agents Harleysville Parties or any of their Subsidiaries to, directly or indirectly, (A) solicit, initiate, or knowingly facilitate, induce, or encourage any inquiries or the “Alternative Transaction Notification”) making of any proposal or offer that it will not proceed with the Offering to enable it to complete a transaction that could reasonably be considered constitutes an Alternative Transaction at any time after the date hereof and prior to the date which is six months after the delivery by the Company to the Co-Lead Agents of the Alternative Transaction NotificationProposal, the Company shall pay to the Co-Lead Agents, in addition to any costs and expenses due under Sections 14 and 23, a compensation fee or (the “Alternative Transaction Fee”B) in a cash amount equal to $500,000, if the Co-Lead Agents are advised of such determination at any time prior to the pricing of the Offering, and (iii) the full commission that would otherwise be paid pursuant to Section 14, for the maximum proceeds as set out in the Final Prospectus (exclusive of the exercise of the Over-Allotment Option), if the Co-Lead Agents are advised of such determination after the date of the filing of the Final Prospectus. The Company hereby covenants and agrees to provide the Alternative Transaction Notification to the Co-Lead Agents forthwith upon electing not to proceed with the Offering. The Alternative Transaction Fee will be paid by the Company on the date of the completion of such Alternative Transaction. The parties agree that any payment under this Section 20 shall be accepted by the Co-Lead Agents as liquidated damages (and not as a penalty) in full satisfaction of all claims, except for any claim against the Company subject to Section 217.2(b), enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or cooperate in any way that would lead to, any Alternative Transaction Proposal. Without limiting the foregoing, any violation of the restrictions set forth in this Section 7.2(a) by either of the Harleysville Parties or any of their Subsidiaries or their respective directors, officers, employees, or Representatives shall be deemed to be a breach of this Section 7.2(a) by Harleysville Mutual and HGI and shall be cause for termination of this Agreement by the Nationwide Parties. (ii) The Harleysville Parties will, and will cause each of their Subsidiaries and each of the directors, officers, employees, and Representatives of the Harleysville Parties and their Subsidiaries to, immediately cease and cause to be terminated any and all existing activities, discussions, or negotiations with any Person conducted heretofore with respect to any Alternative Transaction Proposal and will not authorize or permit any of their Representatives to engage in any activities, discussions, or negotiations with any Person with respect to any Alternative Transaction Proposal. The Harleysville Parties will, and will cause each of their Subsidiaries to, enforce, and, except where the Harleysville Party determines, after consultation with its outside legal counsel and its financial advisors, that failure to take such action would reasonably be likely to constitute a breach of its fiduciary duties under applicable Law, will not waive any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which either of the Co-Lead Agents may have Harleysville Parties or any of their Subsidiaries is a party relating to any such Alternative Transaction Proposal. Harleysville Mutual or HGI, as applicable, will promptly request each Person that has heretofore executed a confidentiality agreement in connection with the determination by the Company to not proceed with the Offering. Should the Company retain Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. as an advisor in respect of such Alternative Transaction, 50% of the amount its consideration of any Alternative Transaction Fee Proposal to be paid return or destroy all Confidential Information furnished prior to the Co-Lead Agents (representing execution of this Agreement to or for the benefit of such advisor’s portion Person by or on behalf of such Harleysville Party or any of its Subsidiaries. The Harleysville Parties agree that they will take the necessary steps to promptly inform their directors, officers, employees, and Representatives of the Alternative Transaction Fee) hereunder shall be credited towards the amount of any fee payable by the Company to Canaccord Genuity or BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc., as applicable, obligations undertaken in connection with such advisory mandate. For certainty, if one of the Co-Lead Agents is not retained as an advisor in respect of an Alternative Transaction, such Co-Lead Agent will be entitled to 50% of the Alternative Transaction Fee and if both Co-Lead Agents are retained as advisors in respect of an Alternative Transaction, 100% of the amount of any Alternative Transaction Fee to be paid to the Co-Lead Agents hereunder shall be credited toward the amount of any fee payable by the Company to the Co-Lead Agents in connection with such advisory mandate. (b) Notwithstanding the foregoing, no payment shall be payable in respect of this Section 20 if (i) the Agents terminate this Agreement for any reason, or the Company terminates this Agreement as a result of a breach hereunder by the Agents; or (ii) the Closing of the Offering contemplated by this Agreement occurs. The Co-Lead Agents shall be entitled to not more than a payment of one (1) Alternative Transaction Fee under this Section 207.2.